Amendment to Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K/A Amendment to Annual Report 68 415K
2: EX-3.B Articles of Incorporation/Organization or By-Laws 10 41K
3: EX-4.E Instrument Defining the Rights of Security Holders 7 27K
5: EX-10.BB Material Contract 8 29K
6: EX-10.CC Material Contract 8 33K
7: EX-10.DD Material Contract 11 52K
8: EX-10.EE Material Contract 11 51K
4: EX-10.F Material Contract 15 80K
9: EX-10.FF Material Contract 11 50K
10: EX-10.GG Material Contract 9 46K
11: EX-10.HH Material Contract 3 14K
12: EX-10.II Material Contract 3 14K
13: EX-10.JJ Material Contract 19 64K
14: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
15: EX-99.C Miscellaneous Exhibit 3 14K
16: EX-99.D Miscellaneous Exhibit 12 38K
17: EX-99.E Miscellaneous Exhibit 5 28K
EX-99.C — Miscellaneous Exhibit
| EX-99.C | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.c
[SUNBEAM LOGO]
Contacts: Investment Community Media
Marc R. Shiffman George Sard/Maureen Bailey
Sunbeam Corporation Sard Verbinnen & Co.
(561) 243-2142 (212) 687-8080
SUNBEAM TO ISSUE 5-YEAR WARRANTS TO MACANDREWS & FORBES
TO SETTLE ITS CLAIMS RELATING TO COLEMAN ACQUISITION AND
TO SECURE CONTINUING SERVICES OF SUNBEAM'S TOP OFFICERS
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DELRAY BEACH, FL, AUGUST 12, 1998 -- Sunbeam Corporation (NYSE: SOC) today
announced it has entered into a settlement agreement with MacAndrews & Forbes
Holdings, Inc. The agreement releases Sunbeam from any claims MacAndrews &
Forbes may have against Sunbeam arising out of Sunbeam's acquisition of
MacAndrews & Forbes' interest in The Coleman Company, Inc; enables Sunbeam to
retain the services of MacAndrews & Forbes executive personnel who have been
managing Sunbeam since mid-June 1998, including Jerry W. Levin, the Company's
Chief Executive Officer; and provides for MacAndrews & Forbes to continue to
give other management support to Sunbeam.
MacAndrews & Forbes currently owns approximately 14 million Sunbeam
shares, or approximately 14% of Sunbeam's presently outstanding shares, which it
received in the Coleman transaction in March 1998 when Sunbeam was trading at
prices above $40 per share. Pursuant to the settlement agreement, MacAndrews &
Forbes will receive from Sunbeam five-year warrants to purchase an additional 23
million Sunbeam shares at an exercise price of $7.00 per share and containing
customary anti-dilution provisions.
In connection with the agreement, Levin and certain other Sunbeam
executives are signing three-year employment agreements with Sunbeam. The others
include Paul Shapiro, Executive Vice President and Chief Administrative Officer,
and Bobby Jenkins, Executive Vice President and Chief Financial Officer.
The settlement agreement with MacAndrews & Forbes, including the terms of
the warrants, was negotiated and approved on behalf of Sunbeam by a Special
Committee of four outside directors, none of whom has any affiliation with
MacAndrews & Forbes. The members of the Special Committee are Howard Kristol
(Chairman), Charles Elson, Peter Langerman, and Faith
-more-
Whittlesey. They were assisted by an independent financial advisor, The
Blackstone Group, and independent legal counsel, Weil, Gotshal & Manges.
The transaction normally would require shareholder approval under New York
Stock Exchange policy. However, the Audit Committee of Sunbeam's Board of
Directors determined that the delay that would be necessary to secure
shareholder approval prior to the issuance of the warrants would be extensive,
particularly in light of the ongoing investigation by the Securities and
Exchange Commission of Sunbeam's accounting practices and policies and the
Company's previously disclosed intention to restate its historical financial
statements; would inhibit Sunbeam's ability to reach a settlement with
MacAndrews & Forbes and to retain and hire senior management essential to
Sunbeam's business; and thus would seriously jeopardize the financial viability
of the Company. Accordingly, the Audit Committee, pursuant to an exception
provided in the NYSE shareholder approval policy for such a situation, expressly
approved the Company's omission to seek the shareholder approval that would
otherwise have been required under that policy. The NYSE has accepted the
Company's application of the exception.
In reliance on the NYSE exception, Sunbeam is mailing to all shareholders
a letter notifying them of its intention to issue the warrants without seeking
their approval. Ten days after such letter is mailed, the Company will
consummate the transaction and issue the warrants.
"The Special Committee unanimously determined that this settlement
agreement is in the best interest of all Sunbeam shareholders," said Peter
Langerman, Chairman of Sunbeam. "It will immediately give Sunbeam a strong
senior management team that knows the business, will eliminate the risk of
protracted legal proceedings, as well as the costs, burdens and substantial
potential liability inherent in any such litigation, and will position Sunbeam
to move ahead."
"We are fully committed to helping Sunbeam succeed. Our interests are
aligned with all other Sunbeam shareholders because these warrants will only
have value if Sunbeam shares appreciate from current levels," said Howard
Gittis, Vice Chairman of MacAndrews & Forbes.
"I am very pleased that this complex issue has been satisfactorily
resolved and our senior management team can devote its full attention to
completing the new organization and revitalizing Sunbeam's business. We will
have more to announce shortly, concerning our new strategy, organizational
structure and senior management team," said Jerry W. Levin.
Sunbeam Corporation is a leading consumer products company that designs,
manufactures and markets, nationally and internationally, a diverse portfolio of
consumer products under such world-
-more-
class brands as Sunbeam/registered trademark/, Oster/registered trademark/,
Grillmaster/registered trademark/, Coleman/registered trademark/, Mr.
Coffee/registered trademark/), First Alert/registered trademark/,
Powermate/registered trademark/, Health o meter/registered trademark/,
Eastpak/registered trademark/ and Campingaz/registered trademark/.
# # #
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 11/13/98 |
| Filed on: | | 11/12/98 |
| | 8/12/98 | | 1 | | | | | 8-K |
| For Period End: | | 12/28/97 | | | | | | | 10-K405 |
| List all Filings |
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